Absence of Certain Changes or Events Sample Clauses
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Absence of Certain Changes or Events. From the date of the Mykrolis Balance Sheet to and including the date of this Agreement, Mykrolis and its Subsidiaries have conducted their respective businesses and operations in the ordinary course consistent with past practices and neither Mykrolis nor any of its Subsidiaries has:
(i) split, combined, or reclassified any shares of its capital stock or made any other changes in its equity capital structure;
(ii) purchased, redeemed, or otherwise acquired, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any of its capital stock or any securities convertible into or exchangeable for any of its capital stock;
(iii) declared, set aside, or paid any dividend or made any other distribution in respect of shares of its capital stock, except for dividends or distributions by any of its Subsidiaries to Mykrolis or another wholly owned Subsidiary of Mykrolis;
(iv) issued any shares of its capital stock or granted any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except (A) issuances of shares of Mykrolis Common Stock upon the exercise of options under Mykrolis incentive plans in accordance with the terms of such plans, (B) grants of options for 500 shares of Mykrolis Common Stock pursuant to Mykrolis incentive plans, (C) issuances of shares of Mykrolis Common Stock pursuant to the Mykrolis Employee Stock Purchase Plan, and (D) the issuance of Mykrolis Rights under the Mykrolis Rights Agreement in connection with the issuance of Mykrolis Common Stock permitted pursuant to this Agreement;
(v) purchased any business, purchased any stock of any corporation other than Mykrolis, or merged or consolidated with any person;
(vi) sold, leased, licensed, or otherwise disposed of, pledged, granted a security interest in, or encumbered any assets or properties that were material to Mykrolis and its Subsidiaries, taken as a whole, other than sales or other dispositions in the ordinary course of business, or Permitted Liens (as defined in Section 10.08);
(vii) incurred, assumed, or guaranteed any indebtedness for money borrowed other than (A) borrowings incurred for working capital purposes under Mykrolis’ existing revolving credit facilities, and (B) intercompany indebtedness;
(viii) changed or modified in any material respect any existing accounting method, principle, or practice, other than as required by generally accepted ac...
Absence of Certain Changes or Events. Except as disclosed in SCHEDULE 3.14(A) with regard to the Business and the Assets, since the Balance Sheet Date, there has been no:
(i) material adverse change in the condition, financial or otherwise, of the Seller, the Assets or the Business;
(ii) waiver of any right of or claim held by the Seller;
(iii) material loss, destruction or damage to any property of the Seller, whether or not insured;
(iv) material change in the personnel of the Seller or the terms or conditions of their compensation or employment;
(v) acquisition or disposition of any assets (or any contract or arrangement therefor), nor any other transaction by the Seller otherwise than for value and in the ordinary course of business;
(vi) transaction or disbursement of funds or assets by the Seller except in the ordinary course of business;
(vii) capital expenditure by the Seller exceeding $10,000 except in the ordinary course of business;
(viii) change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by the Seller;
(ix) re-valuation by the Seller of any of its Assets;
(x) amendment, modification or termination of any Contract to which the Seller is a party, except in the ordinary course of business;
(xi) mortgage, pledge or other encumbrance of any of the Assets;
(xii) litigation or facts or circumstances that could result in litigation that, if adversely determined, might reasonably be expected to have a material adverse effect on Seller, Seller's financial condition, Seller's prospects, the Business or the Assets;
(xiii) increase in salary or other compensation payable or to become payable by the Seller to any of its officers, directors or employees, or the declaration, payment or commitment or obligation of any kind for the payment, by the Seller, of a bonus or other additional salary or compensation to any such person;
(xiv) loan by the Seller to any person or entity, or guaranty by the Seller of any loan;
(xv) other event or condition of any character that has or might reasonably be expected to have a material adverse effect on the Business, the Assets or the financial condition of the Seller; or
(xvi) agreement by the Seller to do any of the things described in the preceding clauses (i) through (xv). Except as disclosed in SCHEDULE 3.14(B), there have been no contractual commitments by Seller to spend more than $25,000 per contractual commitment over a continuous 12-month period.
Absence of Certain Changes or Events. Except as set forth on Schedule 2.01(g), since the Company Balance Sheet Date, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been any:
(i) material adverse change with respect to the Company;
(ii) event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 3.01 without prior consent of Pubco;
(iii) condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement;
(iv) incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money other than in the ordinary course and in amounts and on terms consistent with past practices or as disclosed to Pubco in writing;
(v) creation or other incurrence by the Company of any lien on any asset other than in the ordinary course consistent with past practices;
(vi) transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those contemplated by this Agreement;
(vii) labor dispute, other than routine, individual grievances, or, to the knowledge of the Company, any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any lockouts, strikes, slowdowns, work stoppages or threats by or with respect to such employees;
(viii) payment, prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;
(ix) write-offs or write-downs of any assets of the Company;
(x) creation, termination or amendment of, or waiver of any right under, any material contract of the Company;
(xi) damage, destruction or loss having, or reasonably expected to have, a material adverse effect on the Company;
(xii) other condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; or
(xiii) agreement or commitment to do any of the foregoing.
Absence of Certain Changes or Events. Except as disclosed in the filed Parent SEC Documents or in the Parent Disclosure Schedule, from the date of the most recent audited financial statements included in the filed Parent SEC Documents to the date of this Agreement, the Parent has conducted its business only in the ordinary course, and during such period there has not been:
(a) any change in the assets, liabilities, financial condition or operating results of the Parent from that reflected in the Parent SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Parent Material Adverse Effect;
(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Parent Material Adverse Effect;
(c) any waiver or compromise by the Parent of a valuable right or of a material debt owed to it;
(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Parent Material Adverse Effect;
(e) any material change to a material Contract by which the Parent or any of its assets is bound or subject;
(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
(g) any resignation or termination of employment of any officer of the Parent;
(h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Parent’s ownership or use of such property or assets;
(i) any loans or guarantees made by the Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
(j) any declaration, setting aside or payment or other distribution in respect of any of the Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Parent;
(k) any alteration of the Parent’s method of accounting or the identity of its auditors;
(l) any issuance of equity securities to any officer, director or affiliate, except pursuant to existing Parent stock option plans; or
(m) any arrangement or commitment by the Parent to do any of the things described...
Absence of Certain Changes or Events. Except as disclosed in SCHEDULE 3.27, since June 30, 1997.
(A) there has been no: (i) material adverse change in the financial condition, assets, liabilities, business or prospects of Seller; (ii) loss, destruction or damage to any property of Seller, whether or not insured; (iii) labor trouble, pending or threatened, involving Seller, or change in the personnel of Seller or the terms or conditions of their employment or other engagement; nor (iv) other event or condition of any character that has or could have a Material Adverse Effect on the Business;
(B) Seller and its Affiliates have used their best efforts to preserve the business organization of Seller intact, to maintain the goodwill of the Business, to keep available to the Business the Employees and the independent contractors, and to preserve the present relationships of Seller with its suppliers, Customers, regulatory authorities and others having business relationships with it;
(C) Seller has maintained and operated the Business in the Ordinary Course of Business and in accordance with industry practices and Seller's historical policies;
(D) Seller has not issued or sold, nor directly or indirectly redeemed or acquired, any of its securities;
(E) Seller has not declared, set aside nor paid a dividend or other distribution, nor made any payment of any type to the holders of any equity interest in Seller or any of its Affiliates, other than ordinary salary or expenses which have been paid in the Ordinary Course of Business and fully disclosed to Buyer;
(F) Seller has neither waived nor released any Material right of or material claim held by it, nor discounted any of its Accounts Receivable, nor revalued any of its Assets or liabilities;
(G) Seller has not acquired nor disposed of any assets having a value of $5,000 individually or $15,000 in the aggregate, and has not entered into any contract, commitment or arrangement therefor, and has not entered into any other transaction, other than for value in the Ordinary Course of Business and in accordance with industry practices;
(H) Seller has not changed the salary or other compensation payable or to become payable by Seller to any of its Partners, Employees, independent contractors, agents or other personnel, and has not declared, made or committed to any kind of payment of a bonus or other additional salary or compensation to any such Person;
(I) Seller has not made a loan to any Person or Entity, and has not guarantied any loan, in an amount in e...
Absence of Certain Changes or Events. The Company has not, since the Balance Sheet Date, except as described on Schedule 4.23:
(i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise) except for obligations or liabilities incurred in the ordinary course, and any such obligation or liability incurred in the ordinary course would not have a Material Adverse Effect, except for claims, if any, that are adequately covered by insurance;
(ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on the Balance Sheet, and (b) liabilities incurred since the Balance Sheet Date in the ordinary course of business that would not have a Material Adverse Effect;
(iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefor, except (a) as disclosed on the Balance Sheet, or (b) as may have been required under generally accepted accounting principles due to income earned or expense accrued since the Balance Sheet Date and as disclosed to the Purchaser in writing;
(iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible;
(v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which would not have a Material Adverse Effect;
(vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business;
(vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent, other than regularly scheduled increases that are consistent with past practices;
(viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $10,000.00 in the aggregate;
(ix) Except for this Agreement, entered into any material transaction;
(x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or
(xi) Experienced damage, destruction or loss (whether or not covered by...
Absence of Certain Changes or Events. Since October 31, 2015, the Company has conducted the Business only in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, since October 31, 2015:
(i) there has been no increase in the compensation or benefits paid or payable by the Company, other than in the ordinary course of business and consistent with past practices, to any of its officers, directors, employees, agents, consultants or shareholders, including any grant of severance or termination pay to any director, officer or employee of the Company, or any deferred compensation or similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company;
(ii) there has been no declaration, setting aside, or payment of dividends or distributions in respect of the Company Shares, any split up or other recapitalization in respect of the Company Shares or any direct or indirect redemption, purchase by the Company, or other acquisition by the Company of any such shares, except dividends declared and paid, or distributions made, prior to the Closing Date to Seller in the ordinary course of business consistent with the past practices of the Company;
(iii) the Company has not waived or compromised any right of material value or any payment, direct or indirect, of any material debt, liability, or other obligation;
(iv) there has been no Material Adverse Effect on the Company;
(v) there has been no issuance, transfer, sale, or pledge by the Company of any Company Shares or other securities or any commitment, option, right, or privilege under which the Company is or may become obligated to issue any shares or other securities; there has been no indebtedness for borrowed money incurred by the Company except such as may have been incurred or entered into in the ordinary course of business; no loan has been made or agreed to be made by the Company, nor has the Company become liable or agreed to become liable as a guarantor with respect to any loan or other indebtedness of the Company or Seller, or any third party;
(vi) there has been no sale, assignment, or transfer of, or royalty arrangement with respect to the Company’s trade names, trademarks, service marks, domain names, web addresses, copyrights (or any interest therein), patent, or logos of material value, or any patent, trademark, service m▇▇▇, domain name or web address or copyright applications (or any interest therein) used (or that were, or are intended to...
Absence of Certain Changes or Events. Except as a consequence of, or as expressly contemplated by, this Agreement, since December 30, 2000 through and including the date hereof:
(a) the Business has been conducted in the ordinary course of business consistent with past practice;
(b) the Business has not experienced any events, developments or changes which, individually or in the aggregate, would be reasonably likely to have, or have had, a Material Adverse Effect;
(c) except for the Restructuring and except in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has sold, transferred, conveyed, assigned or otherwise disposed of any material assets or properties related to the Business;
(d) neither Parent nor any of its Subsidiaries has waived, released or canceled any material claims against third parties or debts owing to it, or any material rights which have any value and which relate to the Business, other than in the ordinary course of business consistent with past practice pursuant to Contracts which are not Material Contracts with Persons that are not Affiliates of Parent;
(e) neither Parent nor any of its Subsidiaries has made any changes in their accounting systems, policies, principles or practices related to the Business;
(f) none of the Bison Subsidiaries has authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any Shares or any of its other securities, or amended any of the terms of any shares of its capital stock or such other securities;
(g) the Bison Subsidiaries have not made any loans, advances or capital contributions to, or investments in, any Person other than a Subsidiary of Parent;
(h) as of Closing, there will be no loans or advances outstanding between Parent and the Non-Bison Subsidiaries on the one hand, and the Bison Subsidiaries on the other hand, and the Bison Subsidiaries will not have any accounts payable to, or investments in, Parent or the Non-Bison Subsidiaries, other than accounts payable in connection with commercial transactions in the ordinary course of business consistent with past practice;
(i) except in the ordinary course of business consistent with past practice and except as set forth in Section 3.9(e) of the Disclosure Schedule, neither Parent nor any of its Subsidiaries has increased in an...
Absence of Certain Changes or Events. Except as disclosed in the Tang Disclosure Schedules or the Financial Statements, since June 30, 2017:
(a) There has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of the Group;
(b) No member of the Group has: (i) amended its memorandum of association or articles of association or other organizational documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to the Stockholder or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting, (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and
(c) No member of the Group has: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement and the transaction contemplated hereby.
Absence of Certain Changes or Events. Except as set forth in Section 4.8 of the Company Disclosure Letter, since June 19, 2025: (i) except in connection with the execution of this Agreement and the consummation of the Contemplated Transactions, the Company has conducted their business only in the ordinary course consistent with past practice and consistent with the business of the Company as currently contemplated to be conducted; (ii) there has not been any change, event or development or prospective change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; and (iii) the Company has not:
(i) declared, set aside or paid any dividends on, or made any other distributions (whether in cash, stock or property) in respect of, any of its capital stock or other equity interests, (ii) purchased, redeemed or otherwise acquired shares of capital stock or other equity interests of the Company or any options, warrants, or rights to acquire any such shares or other equity interests, or (iii) split, combined, reclassified or otherwise amended the terms of any of its capital stock or other equity interests or issued or authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interests;
(b) amended or otherwise changed, or authorized or proposed to amend or otherwise change, its certificate of incorporation or by-laws (or similar organizational documents);
(c) issued, granted, promised or otherwise committed to issue, any Company Common Stock or other securities of the Company;
(d) sold, leased, licensed or otherwise disposed of any of its assets or properties, or grant any Lien with respect to such assets or properties, including with respect to any Company Intellectual Property;
(e) adopted or entered into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or reorganization; or
(f) changed its financial or Tax accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable Law, or revalued any of its material assets.